Corporate Governance

Legal Organisation

Swedencare

The parent company Swedencare AB (publ) is responsible for the strategy, business planning and management. This is done by the control of trademarks and patents, sales rights, cooperation agreements and as parent company of the subsidiaries. The Company and headquarter is located at Medeon Science Park in Malmö, Sweden.

Subsidiaries/Sales Company

Swedencare owns 100% of the shares to all subsidiaries/sales companies which are responsible for the sales and marketing for its individual regions. The subsidiaries provide a monthly financial report as well as a sales progress to Swedencare. The group also have a common ERP-system where orders and invoices are registered. The system enables an effective production planning at the same time as the subsidiaries can track the order progress. Through the local market knowledge of the subsidiaries, the marketing can be customized and the local customer preferences and new products can easily and effectively be identified. The subsidiaries are located and managed in Greece, Spain, France, Great Britain, Ireland, Sweden and the US.

Board of Directors

Board of Directors

The Board of Directors are responsible for the Company’s strategic and financial targets and, together with the management, for the strategic planning. In the BoD, there is an extensive experience of international sales and marketing as well as a wide international network. The Managing Director and CFO are responsible to provide a business plan in line with the BoDs strategic and financial targets. They are also responsible for financial planning, and questions and communication with the stock exchange. The CEO of the Company, together with the managing directors of the subsidiaries, is a management team responsible for product development as well as sales and marketing.

Own or related holdings of shares and other financial instruments in Swedencare. Holding by December 31, 2020.

Responsible at Swedecare's subsidiaries

Jason Braun
MD of the subsidiary Animal Pharm Care USA Inc

•  Jason has been employed since 2003.

•  Over 25 years of experience in the animal health industry. Founder and MD of Animal Pharmaceuticals since 2003.
Degree from Florida Atlantic University.

No other assignments.
Number of Shares* in Swedencare:  1 259 970 shares.

Loïc Dufour
Country manager of the subsidiary Buccosanté Sarl-Swedencare France

Loïc has been employed since May 2021.

Background of marketing, communication and sales team management in the Pet sector in France. Marketing license, IUT Lens.

No other assignments.

Number of Shares* in Swedencare:  -.

Ed Holden
MD of the subsidiary Holden2 LLC

•  Ed has been employed since 2011.

•  Over 10 years of experience in Internet Marketing and eCommerce. Founder and MD of Holden2 since 2011.
Degree in Management Information Systems from Loras College.

No other assignments.
Number of Shares* in Swedencare:  299 600 shares.

John Kane
MD of the subsidiary Vetio Animal Health

•  John has been employed since 2015.

•  Over 28 years experience as a CEO and VP/GM of public and private companies in the Specialty Chemicals, Human Nutrition, and Animal Health industries.  Prior to Animal Health, John worked for Balchem Corporation, managing their Human Nutrition and Health business. Bachelor of Science in Chemical Engineering from Villanova University and MBA from Wilmington University.

No other assignments.
Number of Shares* in Swedencare: 51,972 shares.

Craig Kisciras
MD of the subsidiary Rx Vitamins, Inc.

•  Craig has been employed since 1996

•  Entrepreneurial background across various sectors.  Over 30 years of experience in the nutraceutical industry and over 25 years of experience in the animal health industry.

•  Founded Rx Vitamins in 1995.  

No other assignments.
Number of shares* in Swedencare:  477,710 shares.

John Leonard
MD of the subsidiaries Swedencare UK Ltd and Swedencare Ireland

•  John has been employed since 2004.

•  Over 20 years of experience in the Oral health industry as Sales Manager at TePe and Colgate and development manager at CTS dental.
HND Business & Finance from Teesside University.

No other assignments.
Number of Shares* in Swedencare:  418 515 shares.

Brian Nugent
MD of the subsidiary StratfordCare USA Inc

•  Brian has been employed since 2011.

•  Over 20 years experience as a founder, COO, and CEO of multiple successful animal health companies based in the United States.
Prior to Animal Health, Brian worked in Operations Management for the Tampa Bay Buccaneers of the National Football League (NFL).
Bachelor of Science in Multi-National Business Operations from the Florida State University.

No other assignments.
Number of Shares* in Swedencare:  325 000shares.

Ioanna Psychogiou
Country Manager of the subsidiary Biovet

•  Ioanna has been employed since 2012.

•  Background as manager of Biovet and experience in the pet and veterinary markets.
Physics Degree and Master’s Degree in Electronic Telecommunication of Technology.

No other assignments.
Number of Shares* in Swedencare:  156 790 shares.

Matthew Shaw
MD of the subsidiary Nutravet UK Ltd

•  Matthew has been employed since 2008.

•  Entrepreneurial background across various sectors. Expertise in building brands with a keen eye for detail
particularly in product development, sales & marketing.
Founded Nutravet in 2008, which has grown to be the number 1 vet exclusive nutraceutical brand in the UK.

No other assignments.
Number of Shares* in Swedencare:  2 903 845 shares.

Martin Shimko
MD of the subsidiary SwedencareUSA Inc

•  Martin has been employed since 2005.

•  A background as a management trainee from NASSCO and the management group in The Bohle Co.
Bachelor of Science in Engineering from the University of Michigan and a degree in accounting from the University of California LA.

No other assignments.
Number of Shares* in Swedencare: 1 400 000 shares.

Raquel Tosca
Country Manager of the subsidiary Swedencare Spain SLU

•  Raquel has been employed since 2019.

•  An international background of international business, marketing and communication at the latest from the animal health company Laboratorios Calier. Master’s degree in Marketing, Communication & Digital Publicity from UOC University in Barcelona and Inesdi Digital Business School.

No other assignments.
Number of Shares* in Swedencare:  -.

Sabine Uhde
Head of the Nordic subsidiary Swedencare Nordic AB

•  Sabine has been employed since 2015.

•  Background as a department manager and from the marketing department on TT-line.
Associate Degree.

No other assignments.
Number of Shares* in Swedencare:  -.

* Holdings include related parties per 2021-06-30

Aricles of Association

Articles of Association for Swedencare AB (publ) (556470-3790)

1. COMPANY NAME

The company name is Swedencare AB (publ). Public company.

2. REGISTERED OFFICE

The registered head office of the company is in the municipality of Malmö.

3. OBJECTS OF THE COMPANY

The company objective is, directly or indirectly, the development, manufacture and sale of products within the area of animal healthcare and preventive dental care and other business compatible therewith.

4. SHARE CAPITAL

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

5. NUMBER OF SHARES

The number of shares shall be not less than 50,000,000 and not more than 200,000,000.

6. FINANCIAL YEAR

The company’s financial year shall be calendar year.

7. BOARD OF DIRECTORS

The board of directors shall consist of not less than three and not more than seven board members with not more than two deputy board members. The board members and deputy board members are elected annually for the period until the close of the first annual general meeting held after the year in which the board member or deputy board member was appointed.

8. AUDITOR
For audit of the company’s annual report, the accounts and the administration of the board of directors and managing director, not less than one auditor and not more than two auditors with or without deputy auditors shall be elected.
9. ANNUAL GENERAL MEETING

The following matters shall be addressed at the annual general meeting:

  1. Election of a chairman at the meeting;
  2. Preparation and approval of the voting list;
  3. Election of one (1) or two (2) persons to verify the minutes of the meeting;
  4. Approval of the agenda;
  5. Determination of whether the meeting was duly convened;
  6. Submission of the annual report and the auditor’s report, and if applicable, the group accounts and the auditor’s report for the group;
  7. Resolutions
    1. regarding the adoption of the income statement and balance sheet, and if applicable, the consolidated income statement and the consolidated balance sheet
    2. regarding allocation of profit or loss in accordance with the adopted balance sheet
    3. regarding the discharge from liability of the board members and, where applicable, of the managing director;
  8. Determination of fees for the board of directors and, where applicable, for the auditors;
  9. Election of the board of directors and auditors; and
  10. Other matters which rest upon the meeting according to the Swedish Companies Act or the company’s articles of association.
10. NOTICE TO ATTEND

Notice to attend a general meeting shall be advertised in Post- och Inrikes Tidningar (The Official Swedish Gazette) and on the company website. At the time of notice, information about the notice shall be advertised in Dagens Industri. The notice shall immediately, and at no cost for the recipient, be sent by post to those shareholders who so request and state their address

Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.

11. APPLICATION IN ADVANCE

A shareholder, who wishes to participate at the general meeting, shall notify the company thereof not later than on the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting. If the notice to attend the general meeting does not state a last day for notification, then notification is not required in order to participate at the general meeting. A shareholder who wishes to be accompanied by advisors at a general meeting shall state the number of advisors (not more than two) accompanying the shareholder in the application.

12. CSD CLAUSE

The company’s shares shall be registered in a CSD (central securities depository) register in accordance with the Financial Instruments (Accounts) Act (1998:1479).

13. COLLECTION OF PROXIES AND POSTAL VOTES

The board of directors may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.

The board of directors may, prior to a general meeting of the shareholders’, decide that the shareholders shall be able to exercise their voting rights by post before the general meeting of the shareholders’.

____________________

Articles of Association adopted at the general meeting held on April 29, 2021

Audit

At the 2020 Annual General Meeting, the authorized auditing firm Grant Thornton Sweden AB was reappointed for an additional one-year period up to and including the 2021 Annual General Meeting.

The auditor reviews the company’s annual report, interim report for the third quarter, and accounting, as well as the Board’s and the CEO’s administration.

Swedencare’s AUDITOR
Petter Rankell
Principal auditor
Authorized Public Accountant at Grant Thornton Sweden AB.
Auditor in the group since 2018.

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